HomeMy WebLinkAbout2008-073 Social Services & Aging with Triangle Home Health Care In Home Aide Provider~~ 6/3/Zoos
Contract #68-2006 7`~~
Triangle Home Health Care, Inc.
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CONTRACT # 68 2006 Fiscal Year Begins JulYl, 2008 Ends June 30, 2009
NORTH CAROLINA
ORANGE COUNTY
IN-HOME AIDE PROVIDER SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into this ~~ day of 2008 by
and between Orange County, North Carolina for and on behalf of the Orang County Department
of Social Services and the Orange County Department of Aging (the "County"); and Triangle
Home Health Caze, Inc. (the "Contractor") whose federal tax identification number or Social
Security Number is:
WITNESSETH:
For the purpose and subject to the terms and conditions hereinafter set forth, the County
hereby contracts for the services of the Contractor, and the Contractor agrees to provide the
services to the County in accordance with the terms of this Agreement.
1. Contract Documents: This Agreement consists of this document as well as each of the
documents listed below as indicated (collectively referred to as the "Contract Documents"}. If
the word "Yes" appears beside the title of the contract document at the time both parties execute
this Agreement, then that document is included as part of this Agreement. If the word "No"
appeazs beside the title of the contract document at the time both parties execute this Agreement,
then that document is not included as part of this Agreement. Each of the Contract Documents
made part hereof are attached hereto and incorporated herein by reference to the same:
TITLE OF CONTRACT DOCiJMENT YES/NO
(1) The General Terms and Conditions (Attachment A) YES
(2) The Scope of Work, services, and rate (Attachment B) YES
(3) Federal Drug Free Workplace Certification (Attachment C) YES
(4) Conflict of Interest Policy (Attachment D) YES
(5) No Overdue Taxes Certification (Attachment E) YES
(6) Certification Regazding Lobbying (Attachment G) YE5
(7) Certification Regarding Debarment (Attachment H) YES
• Contract #68-2006
Triangle Home Health Care, Inc.
(8) Business Associate Addendum (Attachment n YE5
(9) Certification Regazding Transportation (Attachment n YES
(10) Outcomes & Reporting (Attachment I~ YES
2. Precedence AmonS Contract Documents: In the event of a conflict between or among
the terms of the Contract Documents and this Agreement, the terms of this Agreement shall
control. In the event of a conflict between or among the terms of the Contract Documents, then
the Contract Documents with the highest relative precedence shall prevail. The order of
precedence shall be the order of documents as listed in Section 1, above, with Attachment A
having precedence over Attachment B and so forth If there aze multiple Contract Amendments,
the most recent amendment shall have the highest precedence and the oldest amendment shall
have the lowest precedence.
3. Effective Period: This Agreement shall be effective from July 1, 2008 through June 30,
2009.
4. Contractor's Duties: The Contractor shall provide the services to the County described
• in Attachment B in accordance with the approved rate as described in Attachment B, Scope of
Work, and shall meet the requirements set forth in Attachment N, Outcomes and Reporting.
5. County's Duties: The County shall pay the Contractor in the manner and in the
amounts specified in the Contract Documents.
(a) The total amount paid by the County to the Contractor under this Agreement for
the provision of services to the Department of Social Services shall not exceed: $460,000. This
amount consists of $460,000 in Federal, State and County funds (CFDA # ),
$0 (source of other funds if applicable).
(b) The total amount paid by the County to the Contractor under this Agreement for
the provision of services to the Department on Aging shall not exceed: $120,000. This amount
consists of $120,000 in Federal, State and County funds (CFDA # ), $0
(source of other funds if applicable).
[ X ] (c) There aze no matching requirements from the Contractor under this Agreement for
the provision of services to the Department of Social Services.
[ ] (d) The Contractor's matching requirement is $ ,which shall consist of
[ ] In-kind [ ] Cash
[ ]Cash and In-kind [ ] Cash and/or In kind
• The contributions from the Contractor for matching requirements for the provision of
services to the Department of Social Services shall be sourced from non-federal funds.
Contract #68-2006
Triangle Home Health Care, Inc.
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6. Reporting Requirements: Contractor shall comply with audit requirements as
described in N.C.G.S. § 143-6.2 and OMB Circular A-133.
7. Payment Provisions: Payment shall be made in accordance with the Contract
Documents as described in the Scope of Work, Attachment B.
8. Contract Administrators: All notices permitted or required to be given by one Party
to the other and all questions about the contract from one Pazty to the other shall be addressed
and delivered to the other Party's Contract Administrator. The name, post office address, street
address, telephone number, fax number, and email address of the Parties' respective initial
Contract Administrators aze set out below. Either party may change the name, post office
address, street address, telephone number, fax number, or email address of its Contract
Administrator by giving timely written notice to the other Party.
For Services Performed on Behalf of the Department of Social Services:
1F DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Renee Bynum, Adult Services Supervisor Renee Bynum, Adult Services Supervisor
Orange County Department of Social Services Orange County Department of Social Services
P.O. Box 8181 300 West Tryon Street
Hillsborough, NC 27278 Hillsborough, NC 27278
(919) 245-2881
(919) 644-3005
bvnum a,~co.oran e.nc.us
For Services Performed on Behalf of the Department on Asina:
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
Kate Barrett, Aging Transitions Administrator Kate Barrett, Aging Transitions Administrator
Orange County Department on Aging Orange County Department on Aging
2551 Homestead Road 2551 Homestead Road
Chapel Hill, NC 27516 Chapel Hill, NC 27516
(919) 968-2085
kbarrett~?co.oran e.nc.us
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Contract #68-2006
Triangle Home Health Care, Inc.
For the Contractor•
IF DELIVERED BY US POSTAL SERVICE IF DELIVERED BY ANY OTHER MEANS
T e b~Y; p ~l(~' ~oeY ~ a
Triangle Home Health Care, Inc. Triangle Home Health Care, Inc.
1413 Broad Street 1413 Broad Street
Durham, NC 27705 Durham, NC 27705
(919) 286-0121
9. No Assignment or Sub-Contract: Contractor shall not sub-contract out any of the
services provided for in this Agreement or make any assignment of this Agreement (including
rights to payments) without the prior written Consent of the County as specified more fully in
Attachment A, General Terms and Conditions.
10. Relationship of the Parties: Contractor is an independent contractor of the County.
Contractor represents that it has or will secure, at its own expense, all personnel required in
performing the services under this Agreement. Such personnel shall not be employees of or have
any contractual relationship with the County. All personnel engaged in work under this
Agreement shall be fully qualified and shall be authorized or permitted under state and local law
to perform such services. It is further. agreed by Contractor that it shall obey all State and
Federal statutes, rules and regulations which are applicable to provisions of the services called
for herein. Neither Contractor nor any employee of the Contractor shall be deemed an officer,
employee or agent of the County.
11. Termination: This Agreement may be terminated as specified in Attachment A, General
Terms And Conditions.
12. Insurance Requirements: Contractor shall obtain, at its sole expense, all insurance as
required in Attachment A, General Terms And Conditions.
13. Indemnification: Contractor agrees to defend, indemnify, and hold harmless the
County, for all loss, liability, claims or expense (including reasonable attorney's fees) arising
from bodily injury, including death or properly damage, to any person or persons caused in
whole or in part by Contractor in accordance with Attachment A, General Terms And
Conditions. It is the intent of this Section that Contractor indemnify County to the full extent
permitted by law.
14. Entire Agreement: The parties have read this Agreement, including the Contract
Documents, and agree to be bound by all of its terms, and further agree that it constitutes the
complete and exclusive statement of the Agreement between the parties.
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Contract #68-2006
Triangle Home Health Care, Inc.
15. Interaretation: When the context in which words are used in this Agreement indicates
that such is the intent, words shall in the singulaz number shall include the plural and vice versa.
The masculine gender shall include the feminine and neuter.
IN WITNESS WHEREOF, the County and the Contractor have been first duly
authorized, have executed and entered into this Agreement as of the day and yeaz first above
written.
GLE HOME HEALTH CARE, INC.
By: ~
Signature
` ~ $`
Date
l,.f) ~t,lA ~'~ ~l Cam-- ~i V--t.~ UY
Printed Name Title
L
NAME OF SUPERVISING DEPARTMENTS
~~ ~6 F
Signature
Signature
This instrument has been pre-audited in the manner required by the Local Government Budget
and Fiscal Control Act.
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Contract #68-2006
Triangle Home Health Care, Inc.
ATTACIiMENT A
GENERAL TERMS AND CONDITIONS
Orange County Department of Social Services and Orange County Department on Aging
Relationships of the Parties
Independent Contractor. The Contractor is and
shall be deemed to be an independent contractor in the
performance of this contract and as such shall be
wholly responsible for the work to be performed and
for the supervision of its employees. The Contractor
represents that it has, or shall secure at its own
expense, all personnel required in performing the
services under this agreement. Such employees shall
not be employees of, or have any individual
contractual relationship with the County.
respective successors. It is expressly understood and
agreed that the enforcement of the terms and
conditions of this contract, and all rights of action
relating to such enforcement, shall be strictly reserved
to the County and the named Contractor. Nothing
contained in this document shall give or allow any
claim or right of action whatsoever by any other third
person. It is the express intention of the County and
Contractor that any such person or entity, other than
the County or the Contractor, receiving services or
benefits under this contract shall be deemed an
incidental beneficiary only.
Subcontracting: The Contractor shall not
subcontract any of the work contemplated wader this
contract without prior written approval from the
County. Any approved subcontract shall be subject to
conditions of this contract. Only the subcontractors
specified in the contract documents are to be
considered approved upon awazd of the contract. The
County shall not be obligated to pay for any work
performed by any unapproved subcontractor. The
Contractor shall be responsible for the performance of
all of its subcontractors.
Assignment: No assignment of the Contractor's
obligations or the Contractor's right to receive
payment hereunder shall be permitted. However, upon
written request approved by the issuing purchasing
authority, the County may:
(a) Forwazd the Contractor's payment check(s)
directly to any person or entity designated by
the Contractor, or
(b) Include any person or entity designated by
Contractor as a joint payee on the Contractor's
payment check(s).
In no event shall such approval and action obligate the
County to anyone other than the Contractor and the
Contractor shall remain responsible for fiilfillment of
all contract obligations.
Beneficianes: Except as herein specifically provided
otherwise, this contract shall inure to the benefit of
and be binding upon the parties hereto and their
Indemnity and Insurance
Indemnification: The Contractor agrees to
indemnify and hold harmless the County and any of
their officers, agents and employees, from any claims
of third parties arising out or any act or omission of
the Contractor in connection with the performance of
this contract.
Insurance: During the term of the contract, the
Contractor at its sole cost and expense shall provide
commercial insurance of such type and with such
terms and limits as may be reasonably associated with
the contract. As a minimum, the Contractor shall
provide and maintain the following coverage and
limits:
(a) Worker's Compensation -The contractor
shall provide and maintain Worker's
Compensation Insurance as required by the
laws of North Carolina, as well as employer's
liability coverage with minimum limits of
$500,000.00, covering all of Contractor's
employees who are engaged in any work
under the contract. If any work is sublet, the
Contractor shall require the subcontractor to
provide the same coverage for any of his
employees engaged in any work under the
contract.
(b) Commercial General Liability -General
Liability Coverage on a Comprehensive Broad
Form on an occurrence basis in the minimum
amount of $1,000,000.00 Combined Single
Limit.. (Defense cost shall be in excess of the
limit of liability.)
(c) Automobile -Automobile Liability Insurance,
to include liability coverage, covering all
owned, hired and non-owned vehicles used in
performance of the contract. The minimum
combined single limit shall be $500,000.00
bodily injury' and property damage;
$500,000.00 uninsured/under insured
motorist; and $25,000.00 medical payment.
Providing and maintaining adequate insurance
coverage is a material obligation of the Contractor
and is of the essence of this contract. The Contractor
may meet its requirements of maintaining specified
coverage and limits by demonstrating to the County
that there is in force insurance with equivalent
coverage and limits that will offer at least the same
protection to the County. All such insurance shall
meet all laws of the State of North Cazolina. Such
'llurance coverage shall be obtained from companies
t are authorized to provide such coverage and that
aze authorized by the Commissioner of Insurance to
do business in North Cazolina.. The Contractor shall
at all times comply with the terms of such insurance
policies, and all requirements of the insurer under any
such insurance policies, except as they may conflict
with existing North Cazolina laws or this contract.
The limits of coverage under each insurance policy
maintained by the Contractor shall not be interpreted
as limiting the contractor's liability and obligations
under the contract.
Default and Termination
Termination Without Cause: The County may
terminate this contract without cause by giving 30
days written notice to the Contractor. In that event,
all finished or unfinished deliverable items prepared
by the Contractor under this contract shall, at the
option of the County, become its property and the
Contractor shall be entitled to receive just and
equitable compensation for any satisfactory work
ompleted on such materials, minus any payment or
compensation previously made.
Termination for Cause: If, through any cause, the
Contractor shall fail to fulfill its obligations under this
Contract #68-2006
Triangle Home Health Care, Inc.
contract in a timely and proper manner, the County
shall have the right to terminate this contract by
giving written notice to the Contractor and specifying
the effective date thereof. In that event, all finished or
unfinished deliverable items prepazed by the
Contractor under this contract shall, at the option of
the County, become its property and the Contractor
shall be entitled to receive just and equitable
compensation for any satisfactory work completed on
such materials, minus any payment or compensation
previously made. Notwithstanding the foregoing
provision, the Contractor shall not be relieved of
liability to the County for damages sustained by the
County by virtue of the Contractor's breach of this
agreement, and the County may withhold any
payment due the Contractor for the purpose of setoff
until such time as the exact amount of damages due
the County from such breach can be determined. In
case of default by the Contractor, without limiting any
other remedies for breach available to it, the County
may procure the contract services from other sources
and hold the Contractor responsible for any excess
cost occasioned thereby. The filing of a petition for
bankruptcy by the Contractor shall be an act of default
under this contract.
Waiver of Default: Waiver by the County of any
default or breach incompliance with the terms of this
contract by the Provider shall not be deemed a waiver
of any subsequent default or breach and shall not be
construed to be modification of the terms of this
contract unless stated to be such in writing, signed by
an authorized representative of the County and the
Contractor and attached to the contract.
Availability of Fends: The parties to this contract
agree and understand that the payment of the sums
specified in this contract is dependent and contingent
upon and subject to the appropriation, allocation, and
availability of funds for this purpose to the County.
Force Majenre: Neither pazty shall be deemed to be
in default of its obligations hereunder if and so long
as it is prevented from performing such obligations by
any act of waz, hostile foreign action, nucleaz
explosion, riot, strikes, civil insurrection, earthquake,
hurricane, tornado, or other catastrophic natural event
or act of God.
~o this contract " roduct" includ
(p es, vv~thout
limitation, any piece of equipment, hazdwaze,
firmware, middleware, custom or commercial
software, or internal components, subroutines, and
interfaces therein) that perform any date and/or time
data recognition function, calculation, or sequencing
will support a four digit yeaz format and will provide
accurate date/time data and leap yeaz calculations.
This warranty shall survive the termination or
expiration of this contract.
Certification Regarding Collection of Taxes: G.S.
143-59.1 bars the Secretary of Administration from
entering into contracts with vendors that meet one of
the conditions of G.S. 105-164.8(b) and yet refuse to
collect use taxes on sales of tangible personal
property to purchasers in North Carolina. The
conditions include: (a) maintenance of a retail
establishment or office; (b) presence of
representatives in the State that solicit sales or
transact business on behalf of the vendor; and (c)
stematic exploitation of the mazket by media-
'~SSisted, media facilitated, or media solicited means.
The Contractor certifies that it and all of its affiliates
(if any) collect all required taxes.
Miscellaneous
Choice of Law: The validity of this contract and any
of its terms or provisions, as well as the rights and
duties of the parties to this contract, are governed by
the laws of North Carolina.. The Contractor, by
signing this contract, agrees and submits, solely for
matters concerning this Contract, to the exclusive
jurisdiction of the courts of North Carolina and
agrees, solely for such purpose, that the exclusive
venue for any legal proceedings shall be Wake
County, North Cazolina. The place of this contract
and all transactions and agreements relating to it, and
their situs and forum, shall be Wake County, North
Carolina, where all matters, whether sounding in
contract or tort, relating to the validity, construction,
interpretation, and enforcement shall be determined.
endment: This contract may not be amended
y or by performance. Any amendment must be
made in written form and executed by duly authorized
representatives of the County and the Contractor.
Contract #6&2006
Triangle Home Health Care, Inc.
Severabilriy: In the event that a court of competent
jurisdiction holds that a provision or requirement of
this contract violates a~ applicable law, each such
provision or requirement shall continue to be enforced
to the extent it is not in violation of law or is not
otherwise unenforceable and all other provisions and
requirements of this contract shall remain in full force
and effect.
Headings: The Section and Paragraph headings in
these General Terms and Conditions are not material
parts of the agreement and should not be used to
construe the meaning thereof.
Time of the Essence: Time is of the essence in the
performance of this contract.
Key Personnel: The Contractor shall not replace any
of the key personnel assigned to the performance of
this contract without the prior written approval of the
County. The term "key personnel" includes any and
all persons identified as such in the contract
documents and any other persons subsequently
identified as key personnel by the written agreement
of the parties.
Care of Property: The Contractor agrees that it shall
be responsible for the proper custody and care of any
property furnished to it for use in connection with the
performance of this contract and will reimburse the
County for loss of, or damage to, such property. At
the termination of this contract, the Contractor shall
contact the County for instructions as to the
disposition of such property and shall comply with
these instructions.
Travel Ezpenses: Reimbursement to the Contractor
for travel mileage, meals, lodging and other travel
expenses incurred in the performance of this contract
shall not exceed the rates established in County
policy.
Sales/Use Tax Refunds: If eligible, the Contractor
and all subcontractors shall: (a) ask the North
Carolina Department of Revenue for a refund of all
sales and use taxes paid by them in the performance
of this contract, pursuant to G.S. 105-164.14; and (b)
exclude all refundable sales and use taxes from all
~urvival of Promises: All promises, requirements,
terms, conditions, provisions, representations,
guarantees, and warranties contained herein shall
survive the contract expiration or termination date
unless specifically provided otherwise herein, or
unless superseded by applicable Federal or State
statutes of limitation.
Intellectnal Property Rights
Copyrights and Ownership of Deliverables: All
deliverable items produced pursuant to this contract
aze the exclusive property of the County. The
Contractor shall not assert a claim of copyright or
other property interest in such deliverables.
Federal Intellectnal Property Bankruptcy
Protection Act: The Parties agree that the County
shall be entitled to all rights and benefits of the
Federal Intellectual Properly Bankruptcy Protection
Act, Public Law 100-506, codified at 11 U.5.C. 365
~) and any amendments thereto.
Compliance with Applicable Laws
Compliance with Laws: The Contractor shall
comply with all laws, ordinances, codes, rules,
regulations, and licensing requirements that aze
applicable to the conduct of its business, including
those of federal, state, and local agencies having
jurisdiction and/or authority.
Equal Employment Opportunity: The Contractor
shall comply with all federal and State laws relating to
equal employment opportunity.
Health Insurance Portability and Accountability
Act (HIPAA): The Contractor agrees that, if the
County determines that some or all of the activities
within the scope of this contract are subject to the
Health Insurance Portability and Accountability Act
of 1996, P.L. 104-91, as amended ("HIPAA"), or its
implementing regulations, it will comply with the
HIPAA requirements and will execute such
ments and practices as the County may require
ensure compliance.
Confidentiality
Contract #68-2006
Triangle Home Health Care, Inc.
Confidentiality: Any information, data, instruments,
documents, studies or reports given to or prepared or
assembled by the Contractor under this agreement
shall be kept as confidential and not divulged or made
available to any individual or organization without the
prior written approval of the County. The Contractor
acknowledges that in receiving, storing, processing or
otherwise dealing with any confidential information it
will safeguard and not further disclose the information
except as otherwise provided in this contract.
Oversight
Access to Persons and Records: The State Auditor
shall have access to persons and records as a result of
all contracts or grants entered into by State agencies
or political subdivisions in accordance with General
Statute 147-64.7. Additionally, as the State funding
authority, the Department of Health and Human
Services shall have access to persons and records as a
result of all contracts or grants entered into by State
agencies or political subdivisions.
Record Retention: Records shall not be destroyed,
purged or disposed of without the express written
consent of the County. The Department of Health and
Humaa Services' basic records retention policy
requires all records to be retained for a minimum of
three yeazs following completion or termination of the
contract. If the contract is subject to Federal policy
and regulations, record retention will normally be
longer than three years since records must be retained
for a period of three years following submission of the
final Federal Financial Status Report, if applicable, or
three years following the submission of a revised final
Federal Financial Status Report. Also, if any
litigation, claim, negotiation, audit, disallowance
action, or other action involving this contract has been
started before expiration of the three year retention
period described above, the records must be retained
until completion of the action and resolution of all
issues which arise from it, or until the end of the
regular three year period described above, whichever
is later.
Warranties and Certifications
Date and Time Warranty: The Contractor warrants
that the product(s) and service(s) furnished pursuant
portable expenditures before the are
e:Kpenses
entered in their reimbursement reports.
Advertising: The Contractor shall not use the awazd
of this contract as a part of a~ news release or
commercial advertising.
Orange County Living Wage: Orange County is
committed to providing its employees with a living
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Contract #68-2006
Triangle Home Health Care, Inc.
wage and encourages agencies to which it provides
funding to pursue the same goal. The County's living
wage hourly standazd, as adopted by the Orange
County Boazd of County Commissioners annually,
can be found in the Orange County Budget
Ordinance. To the extent possible, Orange County
recommends that the Contractor and .all
subcontractors provide a living wage, as defined in
this section, to their employees.
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Contract #68-2006
Triangle Home Health Care, Inc.
ATTACffiVII;NT B
SCOPE OF WORK
Orange County Department of Social Services and Orange County Department on Aging
Federal Taa Id. or SSN
Contract # 68-2006
A. CONTRACTOR INFORMATION
1. Contractor Agency Name: Triangle Home Health Caze, Inc.
2. If different from Contract Administrator Information in General Contract:
Address
Telephone Number: Fax Number: Email:
3. Name of Program (s): In-Home Services
4. Status: ( )Public ( )Private, Not for Profit (X) Private, For Profit
S. Contractor's Financial Reporting Yeaz July L 2008 through June 30, 2009
B. Explanation of Services to be provided and to whom (include SIS Service Code):
• The Contractor will provide employees to perform in-home services for the
Department of Social Services' clients and the Department on Aging's clients, at the
level amount and frequency specified by the social worker in the In-Home Aide Services
Plan. (SIS Code 042) The Contractor will provide Level II Home Management and
Level III Personal Caze The Contractor is required to meet all goals and outcomes listed
in Attachment N.
C. Rate per unit of Service (define the unit):
1. If Standazd Fixed Rate, Maximum Allowable, (See Rates for Services Chart)
$14 40/hour
2. Negotiated County Rate.
D. Number of units to be provided:
E. Details of Billing process and Time Frames; The Counter will reimburse the Contractor
for services described in this contract up to the budgetary limits of the contract allotment.
The County will reimburse the Contractor at a rate of $14.40/hour for aprnoved services
provided For reimbursement, the Contractor must submit an original and two copies of
an invoice by the fifth of the month for the preceding month's expenditures to the
de5i~nated County Administrator. All invoices for the provision of services to the
Contract-Scope of Work (06/04) Page 1 of 2
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Contract #68-2006
Triangle Home Health Care, Inc.
Department of Social Services shall be submitted to the Administrator for said
Department. All invoices for the provision of services to the Department on A~in~ shall
be submitted to the Administrator for said Department. The County will reunburse the
Contractor monthly upon receipt of a complete and correctly filed report.
F. Area to be served/Delivery site(s): Orange County
(S' tare Department Director)
~'~~~.~ c y ~~
(Signatare of Contractor)
~~~/~-
(Date Submitted)
Contract Scope of Work (06/04)
~-i~-o~
(Date Submitted)
Page 2of 2
Contract #68-2006
Triangle Home Health Care, Inc.
ATTACffiVlli';NT C
CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS
Orange County Department of Social Services and Orange County Department on Aging
I. By execution of this Agreement the Contractor certifies that it will provide adrug-free
workplace by:
A. Publishing a statement notifying employees that the unlawful manufacture, distribution,
dispensing, possession or use of a controlled substance is prohibited in the Contractor's
workplace and specifying the actions that will be taken against employees for violation of
such prohibition;
B. Establishing adrug-free awazeness program to inform employees about:
(1) The dangers of drug abuse in the workplace;
(2) The Contractor's policy of maintaining a drug-free workplace;
(3) Any available drug counseling, rehabilitation, and employee assistance programs; and
(4) The penalties that may be imposed upon employees for drug abuse violations
occurring in the workplace;
• C. Making it a requirement that each employee be engaged in the performance of the
agreement be given a copy of the statement required by paragraph (A);
D. Notifying the employee in the statement required by paragraph (A) that, as a condition of
employment under the agreement, the employee will:
(1) Abide by the terms of the statement; and
(2) Notify the employer of any criminal drug statute conviction for a violation occurring
in the workplace no later than five days after such conviction;
E. Notifying the County within ten days after receiving notice under subparagraph (D)(2)
from an employee or otherwise receiving actual notice of such convection;
F. Taking one of the following actions, within 30 days of receiving notice under
subparagraph (D)(2), with respect to any employee who is so convicted:
(1) Taking appropriate personnel action against such an employee, up to and including
termination; or
(2) Requiring such employee to participate satisfactorily in a drug abuse assistance or
rehabilitation program approved for such purposes by a Federal, State, or local health,
law enforcement, or other appropriate agency; and
Making a good faith effort to continue to maintain adrug-free workplace through
implementation of paragraphs (A), (B), (C), (D), (E), and (F).
Federal Certification -Drug-Free Workplace (06/04) Page l of 2
Contract #68-2006
Triangle Home Health Care, Inc.
II. The site(s) for the performance of work done in connection with the specific agreement are
listed below:
1. 'U Q. ~- ~, a ~ s
(Street address)
(City, county, state, zip code)
(Street address)
(City, county, state, zip code)
•
Contractor will inform the County of any additional sites for performance of work under this
agreement.
False certification or violation of the certification shall be grounds for suspension of payment,
suspension or termination of grants, or government-wide Federal suspension or debarment
(Section 4 CFR Part 85, Section 85.615 and 86.620).
!~ ~ ~ ~~~
Signature Title
~v~; !j
Agency/Org ~ tion , ~ t
v~~ 0
Date
(Certification signature should be same as Contract signature.)
Federal Certification -Drug-Free Workplace (06/04)
Page 2 of 2
Contact #68-2006
Triangle Home Health Care, Inc.
ATTACHMENT D
CONFLICT OF INTEREST POLICY
Orange County Department of Social Services and Orange County Department on Aging
Conflict of Interest Defined:
A conflict of interest is defined as an actual or perceived interest by a (Contractor/staff
memberBoazd member) in an action that results in, or has the appearance of resulting in,
personal, organizational, or professional gain. A conflict of interest occurs when an
employee/ContractorBoazd member has a direct or fiduciazy interest in another
relationship. A conflict of interest could include:
- Ownership with a member of the Boazd of Directors/Trustees or an employee
where one or the other has supervisory authority over the other or with a client
who receives services.
- Employment of or by a member of the Boazd of Directors/Trustees or an
employee where one or the other has supervisory authority over the other or
with a client who receives services.
- Contractual relationship with a member of the Boazd of Directors/Trustees or
an employee where one or the other has supervisory authority over the other or
with a client who receives services.
- Creditor or debtor to a member of the Boazd of Directors/Tnastees or an
employee where one or the other has supervisory authority over the other or
with a client who receives services.
- Consultative or consumer relationship with a member of the Boazd of
Directors/Trustees or an employee where one or the other has supervisory
authority over the other or with a client who receives services.
The definition of conflict of interest includes any bias or the appearance of bias in a
decision-making process that would reflect a dual role played by a member of the
organization or group. An example, for instance, might involve a person who is an
employee and a Boazd member, or a person who is an employee and who hires
family members as consultants.
Employee/ContractorBoard Member Responsibilities:
It is in the interest of the organization, individual staff, and Board members to strengthen
trust and confidence in each other, to expedite resolution of problems, to mitigate the
effect and to minimi~E organizational and individual stress that can be caused by a
conflict of interest.
Employees are to avoid any conflict of interest, even the appearance of a conflict of
interest. This organization serves the community as a whole rather than only serving a
special interest group. The appearance of a conflict of interest can cause embarrassment
to the organization and jeopardize the credibility of the organization. Any conflict of
interest, potential conflict of interest, or the appearance of a conflict of interest is to be
reported to your supervisor immediately. Employees aze to maintain independence and
objectivity with clients, the community, and organization. Employees are called to
Conflict of Interest Policy (06/04) Page 1 of 3
• Contract #68-2006
Triangle Home Health Care, Inc.
• maintain a sense of fairness, civility, ethics and personal integrity even though law,
regulation, or custom does not require them.
Acceptance of Gifts:
Employees, members of employee's immediate family, and members of the Boazd are
prohibited from accepting gifts, money or gratuities from the following:
a. Persons receiving benefits or services from the organization;
b. Any person or organization performing or seeking to perform services under
contract with the organization; and
c. Persons who are otherwise in a position to benefit from the actions of any
employee of the organization.
Employees may, with the prior written approval of their supervisor, receive honoraria for
lectures and other such activities while on personal days, compensatory time, annual
leave, or leave without pay. If the employee is acting in any official capacity, honoraria
received by an employee in connection with activities relating to employment with the
organization are to be paid to the organization.
NOTARIZED CONFLICT OF INTEREST POLICY
State of North Cazolina
County of QraBge ~~~
I, ~ v `~~P~ ~ r~ n ,Notary Public for said County and State,
certify that
C~ n s-~ ~'.~ T~ personally appeared before me this day. and
acknowledged that he/she is ~i ~-~.~ y of
and by that authority duly given and as the act of the corporation, affirmed that the
foregoing Conflict of Interest Policy was adopted by the Boazd of Directors in a meeting
~.:~"
held on the (~ day of ,r,~ ~ u~ D O
Sworn to and subscribed before me this day of Irl~
•
Conflict of Interest Policy (06/04) Page 2 of 3
•
Notary Public
Contract #68-2006
Triangle Home Health Care, Inc.
My Commission expires ~ ~,t., r1R ~~ ~ 2U ~~
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Attached is the Conflict of Interest Policy jor: Triangle Home Health Care, Inc.
~~-
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Signature of Corporation Official
Conflict of Interest Policy (06/04)
Page 3 of 3
Triangle Home Health Care, Inc. 161
SUB.TECT: WORK ETffiCS POLICY
POLICY:
Triangle Home Health Care, Inc., will comply with all applicable laws and regulations
and expects its officers, directors, aad employees to conduct business in accordance with
the letter and spirit of relevant laws and refrain from dishonest or unethical conduct.
Employees shall, during both working and nonworking hours, act in a manner which will
inspire public trust in their integrity, impartiality and devotion to the best interests of the
company, its clients and the community.
SIf MMARY:
To ensure ethical and impartial business, it is prohibited for THHC employees to:
1. Offer, accept or solicit money, property, service or other items of value by way of
gift, favor, inducement or loan with the intent that the offer would influence or the
recipient would be influenced by such conduct in the discharge of duties.
2. Use their official position, uniform or badge to secure special advantage in
business, personal gain or other benefit derived from such relationship.
3. Use any company-owned facility, building, equipment, materials or vehicle for
their personal use or benefit, or for the personal use or benefit of any other
individual. No employee shall have unauthorized possession of company
Property.
4 Invest or hold a financial interest, directly or indirectly, in any business entity,
transaction or business endeavor that would create a conflict between the
company employee's professional duty and the individual's private interest.
In general, the use of good judgment, based on high ethical principles, will be the guide
with respect to lines of acceptable conduct. If a situation arises where it is difficult to
determine the proper course of action, the matter must be disclosed to the immediate
supervisor and/or the THHC Director.
PROCEDURES:
Build Trost and Credibility
The success of our business is dependent on the trust and confidence we earn from our
employees, customers and shareholders. We gain credibility by adhering to our
commitments, displaying honesty and integrity and reaching company goals solely
through honorable conduct. It is easy to say what we must do, but the proof is in our
actions. Ultimately, we will be judged on what we do.
•
~ _~- 2006
Triangle Home Health Care, Inc. 162
When considering any action, it is wise to ask: will this build trust and credibility for
Triangle Home Health Care? Will it help create a working environment in which THHC
can succeed over the long term? Is the commitment I am making one I can follow
through with? Only by answering "yes" to those questions and by working at it every day
can we build our trust and credibility.
Respect for the Individual
We all deserve to work in an environment where we are treated with dignity and respect.
Triangle Home Health Care is committed to creating such an environment because it
brings out the fiill potential in each of us, which, in turn, contributes directly to our
business success. We cannot afford to let anyone's talents go to waste.
Triangle Home Health Care is an equal employment/affirmative action employer and is
committed to providing a workplace that is free of discrimination of all types from
abusive, offensive or harassing behavior. Any employee who feels harassed or
discriminated against should report the incident to his or her manager or to Human
Resources.
Create a Culture of Open and Honest Communication
At Triangle Home Health Care everyone should feel comfortable to speak his or her
mind, particularly with respect to ethics concerns. Managers have a responsibility to
create an open and supportive environment where employees feel comfortable raising
i such questions. We all benefit tremendously when employees exercise their power to
prevent mistakes or wrongdoing by asking the right questions at the right times.
Triangle Home Health Care will investigate all reported instances of questionable or
unethical behavior. In every instance where improper behavior is found to have occurred,
the company will take appropriate action. We will not tolerate retaliation against
employees who raise genuine ethics concerns in good faith.
Uphold the Law
Triangle Home Health Care's commitment to integrity begins with complying with laws,
rules and regulations where we do business. Further, each of us must have an
understanding of the company policies, laws, rules and regulations that apply to our
specific roles. If we are unsure of whether a contemplated action is permitted by law or
THHC policy, we should seek the advice from the resource expert. We are responsible
for preventing violations of law and for speaking up if we see possible violations.
Because of the nature of our business, some legal requirements warrant specific mention
here.
Competition
We are dedicated to ethical, fair and vigorous competition. We will sell THHC's services
based on their merit, superior quality, and competitive pricing. We will make
independent pricing and marketing decisions and will not improperly cooperate or
• coordinate our activities with our competitors. We will not offer or solicit improper
2006
Triangle Home Health Care, Inc. 163
payments or gratuities in connection with the purchase of goods or services for THHC or
for the sales of our services.
Proprietary Information
It is important that we respect the property rights of others. We will not acquire or seek to
acquire improper means of a competitor's trade secrets or other proprietary or
confidential information. We will not engage in unauthorized use, copying, distribution
or alteration of software or other intellectual property.
Health and Safety
Triangle Home Health Care is dedicated to maintaining a healthy environment. A safety
brochure has been designed to educate you on safety in the workplace. If you do not have
a copy of this brochure, please ask your supervisor for a copy.
Conflicts of Interest
We must avoid any relationship or activity that might impair, or even appear to impair,
our ability to make objective and fair decisions when performing our jobs. At times, we
may be faced with situations where the business actions we take on behalf of Triangle
Home Health Care may conflict with our own personal or family interests because of the
course of action that is best for us personally may not also be the best course of action for
THHC. We owe a duty to Triangle Home Health Care to advance its legitimate interests
when the opportunity to do so arises. We must never use THHC property or information
i for personal gain or personally take for ourselves any opportunity that is discovered
through our position with Triangle Home Health Care.
Here are some other ways in which conflicts of interest could arise:
1. Being employed (you or a close family member) by, or acting as a consultant to, a
competitor or potential competitor, supplier or contractor, regardless of the nature
of the employment, while you are employed with Triangle Home Health Care.
2. Hiring or supervising family members or closely related persons.
3. Serving as a board member for an outside commercial company or organization.
4. Owning or having a substantial interest in a competitor, supplier or contractor.
5. Having a personal interest, financial interest or potential gain in any THHC
transaction.
6. Placing company business with a firm owned or controlled by a THHC employee
or his or her family.
7. Accepting gifts, discounts, favors or services from acustomer/potential customer,
competitor or supplier, unless equally available to all THHC employees.
Determining whether a conflict of interest exists is not always easy to do. Employees
with a conflict of interest question should seek advice from management. Before
engaging in any activity, transaction or relationship that might give rise to a conflict of
interest, employees must seek review from their managers or the HR director.
•
2006
Triangle Home Health Care, Inc. l~
Business Courtesies and Gifts
Triangle Home Health Care is committed to competing solely on a merit of our services.
We should avoid any actions that create a perception that. favorable treatment of outside
entities by THHC was sought, received or given in exchange for personal business
courtesies.
Business courtesies include gifts, gratuities, meals, entertainment or other benefits from
persons or companies with whom THHC does or may do business. We will neither give
nor accept business courtesies that constitute, or could reasonably be perceived as
constituting, unfair business inducements that would violate law, regulation or polices of
THHC or customers, or would cause embarrassment or reflect negatively on THHC's
reputation.
Generally, THHC employees may not accept compensation, honoraria or money of any
amount from entities with whom THHC does or may do business. THHC aides and
others who come in contact with clients may not accept any gifts, food, or money from a
client. In addition, THHC employees must not purchase anything from a client, lend a
client money, or sell anything to a client.
Office staff of THHC may accept small unsolicited gifts from vendors, other than money,
that conform to the reasonable ethical practices of the marketplace, including:
• Gifts of nominal value, such as calendars, pens, mugs, caps and T-shirts (or other
• novelty, advertising or promotional items).
• Flowers, fruit baskets and other modest presents that commemorate a special
occasion.
Employees with questions about accepting business courtesies should talk to their
managers or the HR director.
Corporate Recordkeeping
We create, retain and dispose of our company records as part of our non~nal course of
business in compliance with all Triangle Home Health Care policies and guidelines, as
well as all regulatory and legal requirements.
All corporate records must be true, accurate and complete, and company data must be
promptly and accurately entered in our books in accordance with THHC's and other
applicable accounting principles. We must not improperly influence, manipulate or
mislead any unauthorized audit, nor interfere with any auditor engaged to perform an
internal independent audit of Triangle Home Health Care books, records, processes or
internal controls.
Promote Substance Over Form
At times, we are all faced with decisions we would rather not have to make and issues we
would prefer to avoid. Sometimes, we hope that if we avoid confronting a problem, it will
simply go away.
•
2006
' Triangle Home Health Care, Inc. 16s
• we must have the co a to tackle the tou decisions
At Triangle Home Health Care, crag gh
and make difficult choices, secure in the knowledge that THHC is committed to doing the
right thing. At times this will mean doing more than simply what the law requires.
Merely because we can pursue a course of action does not mean we should do so.
Although Triangle Home Health Care's guiding principles cannot address every issue or
provide answers to every dilemma, they can define the spirit in which we intend to do
business and should guide us in our daily conduct.
Loyalty with Confidential and Proprietary Information
Integral to Triangle Home Health Care's business success is our protection of
confidential company information, aswell asnon-public information entrusted to us by
employees, clients and other business partners. Confidential and proprietary information
includes such things as pricing and financial-data, and client names, addresses, and health
information. We will not disclose confidential and non-public information without a valid
business purpose and proper authorization.
Use of Company Resoarces
Company resources, including time, material, equipment and information, are provided
for company business use. Nonetheless, occasional personal use is permissible as long as
it does not affect job performance or cause a disruption to the workplace.
. Employees and those who represent Triangle Home Health Care are trusted to behave
responsibly and use good judgment to conserve company resources. Managers are
responsible for the resources assigned to their departments and are empowered to resolve
issues concerning their proper use.
Generally, we will not use company equipment such as computers, copiers and fax
machines in the conduct of an outside business or in support of any religious, political or
other outside daily activity, except for company-requested support to nonprofit
organizations. We will not solicit contributions nor distribute non-work related materials
during work hours.
In order to protect the interests of the Triangle Home Health Care and our fellow
employees, THHC reserves the right to monitor or review all data and information
contained on an employee's company-issued computer or electronic device and the use of
the company's Internet service. We will not tolerate the use of company resources to
create, access, store, print, solicit or send any materials that are harassing, threatening,
abusive, sexually explicit or otherwise offensive or inappropriate.
Questions about the proper use of company resources should be directed to your
supervisor.
Media Inquiries
THHC employees at times may be approached by reporters and other members of the
media. In order to ensure that we speak with one voice and provide accurate information
. ~ 2006
- Triangle Home Health Care, Inc. 166
• about the company, we should direct all media inquiries to the Director of Marketin and
g
Human Resources. No one may issue a press release without first consulting with the
Director of Mazketing and Human Resources.
Do the Right Thing
Several key questions can help identify situations that may be unethical, inappropriate or
illegal. Ask yourself
• Does what I am doing comply with THHC's guiding principles, Code of Conduct
and company policies?
• Have I been asked to misrepresent information or deviate from normal procedure?
• Would I feel comfortable describing my decision at a staff meeting?
• How would it look if it made the headlines?
• Am I being loyal to my family, my company and myself?
• What would I tell my child to do?
• Is this the right thing to do?
Accountability
Each of us is responsible for knowing and adhering to the values and standards set forth
in this Code and for raising questions if we aze uncertain about company policy. If we are
• concerned whether the standards are being met or are awaze of violations of the Code, we
must contact the HR director.
Triangle Home Health Care takes seriously the standazds set forth in the Code, and
violations are cause for disciplinary action up to and including termination of
employment.
•
-2006
•
Contract #68-2006
Triangle Home Health Care, lnc.
ATTAC~NT E
OVERDUE TAXES
•
Orange County Department of Social Services and Orange County Department on Aging
l'~ 2008
To: Orange County Department of Social Services and Orange County Department on
Aging
Certification:
We certify that the Triangle Home Health Caze, Inc. does not have any overdue tax debts,
as defined by N.C.G.S. 105-243.1, at the federal, State, or local level. VVe further
understand that any person who makes a false statement in violation of N.C.G.S. 143-
6.2(b2) is guilty of a criminal offense punishable as provided by N.C.G.S. 143-34(b).
Sworn Statement:
,`;~- l~t~- ,being duly sworn, say that I am the ~~ ~-c.cS~d ~
of Triangle Home Health Care. Inc. of Durham in the State of North Carolina; and that
the foregoing certification is true, accurate and complete to the best of my knowledge and
was made and subscribed by me. I also acknowledge and understand that any misuse of
State funds will be reported to the appropriate authorities for further action.
/~
Director
Sworn to and subscribed before me on the day of the date of said certification.
Expires: V ~'IL p~J! ~~ 6
•
Overdue Taxes - (06/04)
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Page 1 of 1
Contract #68-2006
• Triangle Home Health Care, Inc.
ATTAC>~NT G
CERTIFICATION REGARDING LOBBYING
Orange County Department of Social Services and Orange County Department on Aging
The undersigned certifies, to the best of his or her knowledge and belief, that:
1. No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned,
to any person for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with the awarding of any Federal contract, continuation, renewal,
amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with this Federally funded contract, grant, loan, or cooperative agreement, the
undersigned shall complete and submit Standazd Form SF-LLL, "Disclosure of
Lobbying Activities," in accordance with its instructions.
3. The undersigned shall require that the language of this certification be included in the awazd
document for subawazds at all tiers (including subcontracts, subgrants, and contracts under grants,
loans, and cooperative agreements) who receive federal funds of $100,000.00 or more and that all
subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for making
or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who
fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00
and not more than $100,000.00 for each such failure.
f(_-_
`-C.C.S
Signature
~i (r-t..t ~F-d
Title
Agency/Org 'on i ~_ Date
(Certification signature should be same as Contract signature.)
•
Federal Certification -Lobbying (06/04) Page 1 of 1
Contract #68-2006
• Triangle Home Health Care, Inc.
ATTACHMENT H
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY
AND VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS
Orange County Department of Social Services and Orange County Department on Aging
Instructions for Certification
1. By signing and submitting this proposal, the prospective lower tier participant is
providing the certification set out below.
2. The certification in this clause is a material representation of the fact upon which
reliance was placed when this transaction was entered into. If it is later determined that
the prospective lower tier participant knowingly rendered an erroneous certification, in
addition to other remedies available to the Federal Government, the department or
agency with which this transaction originated may pursue available remedies, including
suspension and/or debarment.
3. The prospective lower tier participant will provide immediate written notice to the
person to which the proposal is submitted if at any time the prospective lower tier
participant learns that its certification was erroneous when submitted or has become
. erroneous by reason of changed circumstances.
4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier
COVered transaCt1011," "partlclpant," "person," "primary COVered tranSaCtIOII," "prmClpal,°
"proposal," and "voluntarily excluded," as used in this clause, have the meanings set out
in the Definitions and Coverage sections of rules implementing Executive Order 12549.
You may contact the person to which this proposal is submitted for assistance in
obtaining a copy of those regulations.
5. The prospective lower tier participant agrees by submitting this proposal that, should
the proposed covered transaction be entered into, it shall not knowingly enter any lower
tier covered transaction with a person who is debarred, suspended, determined ineligible
or voluntarily excluded from participation in this covered transaction unless authorized
by the department or agency with which this transaction originated.
6. The prospective lower tier participant further agrees by submitting this proposal that
it will include this clause titled "Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," without
modification, in all lower tier covered transactions and in all solicitations for lower tier
covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective
participant in a lower tier covered transaction that it is not debarred, suspended,
ineligible, or voluntarily excluded from covered transaction, unless it knows that the
certification is erroneous. A participant may decide the method and frequency of which
it determines the eligibility of its principals. Each participant may, but is not required to,
check the Nonprocurement List.
Federal Certification -Debarment (06/04) Page 1 of 2
Contract #68-2006
Triangle Home Health Caze, Inc.
•
8. Nothing contained in the foregoing shall be conshved to require establishment of a
system of records in order to render in good faith the certification required by this clause.
The knowledge and information of a participant is not required to exceed that which is
normally possessed by a prudent person in the ordinary course of business dealings.
9. Except for transactions authorized in paragraph 5 of these instructions, if a
participant in a covered transaction knowingly enters into a lower tier covered transaction
with a person who is suspended, debarred, ineligible, or voluntarily excluded from
participation in this transaction, in addition to other remedies available to the Federal
Government, the department or agency with which this transaction originated may pursue
available remedies, including suspension, and/or debarment
Certification Regazding Debarment, Suspension, Ineligibility and Voluntary Exclusion -
Lower Tier Covered Transactions
(1) The prospective lower tier participant certifies, by submission of this proposal, that
neither it nor its principals is presently debarred, suspended, proposed for debarment,
declazed ineligible, or voluntarily excluded from participation in this transaction by any
Federal department or agency.
(2) Where the prospective lower tier participant is unable to certify to any of the
statements in this certification, such prospective participant shall attach an explanation to
this proposal.
Signature Title
Agency/Or 'on p „` ~ Date
1
(Certification signature should be same as Contract signature.)
•
Federal Certification -Debarment (06/04) Page 2 of 2
•
Contract #68-2006
Triangle Home Health Care, Inc.
ATTACHII~NT I
BUSINESS ASSOCIATE ADDENDUM
Orange County Department of Social Services and Orange County Department on Aging
.This Agreement is made effective the i~- day of 200 ~ by and between Orange
County ("Covered Entity") and Triangle Home ealth Care, Inc. ("Business Associate")
(collectively the "Parties").
1. BACKGROUND
a. Covered Entity and Business Associate are parties to a contract entitled #68-2006 (the
"Contract"), whereby. Business Associate agrees to perform certain services for or on
behalf of Covered Entity.
b. Covered Entity is an organizational unit of Orange County (the "County") that has been
designated in whole or in part by the County as a health care component for purposes of
the HIPAA Privacy Rule.
c. The relationship between Covered Entity and Business Associate is such that the Parties
believe Business Associate is or may be a "business associate" within the meaning of the
HIPAA Privacy Rule.
• d. The Parties enter into this Business Associate Addendum to the Contract with the
intention of complying with the HIPAA Privacy Rule provision that a covered entity may
disclose protected health information to a business associate, and may allow a business
associate to create or receive protected heath information on its behalf, if the covered
entity obtains satisfactory assurances that the business associate will appropriately
safeguard the information_
2. DEFINITIONS
Unless some other meaning is clearly indicated by the context, the following terms shall have the
following meaning in this Agreement:
a. "HIPAA" means the Administrative Simplification Provisions, Sections 261 through 264,
of the federal Health Insurance Portability and Accountability Act of 1996, Public Law
104-191.
b. "Individual" shall have the same meaning as the term "individual" in 45 CFR160.103 and
shall include a person who qualifies as a personal representative in accordance with 45
CFR 164.502(g).
a "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health
Information at 45 CFR part 160 and part 164, subparts A and E.
d. "Protected Health Information" shall have the same meaning as the term "protected
health information" in 45 CFR 160.103, limited to the information created or received by
Business Associate from or on behalf of Covered Entity.
• e. "Required By Law" shall have the same meaning as the term "required by law" in 45
CFR 164.103.
Contract HIPAA (06/04) Page 1 of 4
Contract ~s-2oo6
. Triangle Home Health Care, Inc.
ATTAC~iMENT J
CERTIFICATION REGARDING TRANSPORTATION
Orange County Department of Social Services and Orange County Department on Aging
By execution of this Agreement the Contractor certifies that it will provide safe client
transportation by:
1. Insuring that all drivers (including employees, contractors, contractor's employees, and
volunteers) shall be at least 18 years of age;
2. Insuring that all drivers (including employees, contractors, contractor's employees, and
volunteers) shall be licensed to operate the specific vehicle used in transporting clients in
accordance with Chapter 20-7 of the General Statutes of North Cazolina and the Division
of Motor Vehicle requirements;
3. Insuring that all vehicles used to transport clients shall have valid State registrations and
State inspection stickers;
4. Insuring that all vehicles transporting clients shall have at least the minimutn level of
liability insurance appropriate for the type of vehicle;
• 5. Insuring that the contractor shall have written policies and procedures regazding how
drivers handle and report client emergencies and/or vehicle crashes involving clients to
contractor and how contractor notifies the Orange County Department of Social Services
Signature Title
~v `• ~ ~ dM,u~ l`y ~ ~c, ~ - 12 - l~ ~
Agency/Or 'on ('~. ~ N---- Date
(Certification signature should be same as Contract signature.)
•
Transportation Certification (03/0 Page 1 of 1
Contract #6&2006
Triangle Home Health Care, Inc.
•
3) If neither termination nor cure is feasible, report the violation to the Secretary as
provided in the Privacy Rule.
c. Effect of Termination.
1) Except as provided in paragraph (2) of this section or in the Contract or by other
applicable law or agreements, upon termination of this Agreement and services
provided by Business Associate, for any reason, Business Associate shall return or
destroy all Protected Health Information received from Covered Entity, or created or
received by Business Associate on behalf of Covered Entity. This provision shall
apply to Protected Health Information that is in the possession of subcontractors or
agents of Business Associate. Business Associate shall retain no copies of the
Protected Health Information.
2) In the event that Business Associate determines that returning or destroying the
Protected Health Information is not feasible, Business Associate shall provide to
Covered Entity notification of the conditions that make return or destruction not
feasible. Business Associate shall extend the protections of this Agreement to such
Protected Health Information and limit further uses and disclosures of such
Protected Health Information to those purposes that make the return or destruction
infeasible, for so long as Business Associate maintains such Protected Health
Information.
•
6. GENERAL TERMS AND CONDITIONS
a. This Agreement amends and is part of the Contract.
b. Except as provided in this Agreement, all terms and conditions of the Contract shall
remain in force and shall apply to this Agreement as if set forth fully herein.
c. In the event of a conflict in terms between this Agreement and the Contract, the
interpretation that is in accordance with the Privacy Rule shall prevail. In the event that a
conflict then remains, the Contract terms shall prevail so long as they aze in accordance
with the Privacy Rule.
d. A breach of this Agreement by Business Associate shall be considered sufficient basis for
Covered Entity to terminate the Contract for cause.
~~ ~ ~~
Signature
j V~~ d Y
Title
Agency/Organization ~ ~ Date
• (Certification signature should be same as Contract signature.)
Contract-HIPAA (06/04)
Page 4 of 4
• Contract #68-2006
Triangle Home Heahh Care, Inc.
PERMITTED USES AND DISCLOSURES
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a. Except as otherwise limited in this Agreement or by other applicable law or agreement, if
the Contract permits, Business Associate may use or disclose Protected Health
Information to perform functions, activities, or services for, or on behalf of, Covered
Entity as specified in the Contract, provided that such use or disclosure:
1) would not violate the Privacy Rule if done by Covered Entity; or
2) would not violate the minimum necessary policies and procedures of the Covered
Entity.
b. Except as otherwise limited in this Agreement or by other applicable law or agreements,
if the Contract permits, Business Associate may use Protected Health Information as
necessary for the proper management and administration of the Business Associate or to
carry out the legal responsibilities of the Business Associate.
c. Except as otherwise limited in this Agreement or by other applicable law or agreements,
if the Contract permits, Business Associate may disclose Protected Health Information
for the proper management and administration of the Business Associate, provided that:
1) disclosures are Required By Law; or
2) Business Associate obtains reasonable assurances from the person to whom the
information is disclosed that it will remain confidential and will be used or further
disclosed only as Required By Law or for the purpose for which it was disclosed to
• the person, and the person notifies the Business Associate of any instances of which
it is aware in which the confidentiality of the information has been breached.
d. Except as otherwise limited in this Agreement or by other applicable law or agreements,
if the Contract permits, Business Associate may use Protected Health Information to
provide data aggregation services to Covered Entity as permitted by 45 CFR
164.504(e)(2xi)(B).
e. Notwithstanding the foregoing provisions, Business Associate may not use or disclose
Protected Health Information if the use or disclosure would violate any term of the
Contract or other applicable law or agreements.
5. TERM AND TERMIl~tATION
a. Term. This Agreement shall be effective as of the effective date stated above and shall
terminate when the Contract terminates.
b. Termination for Cause. Upon Covered Entity's knowledge of a material breach by
Business Associate, Covered Entity may, at its option:
1) Provide an opportunity for Business Associate to cure the breach or end the
violation, and terminate this Agreement and services provided by Business
Associate, to the extent permissible by law, if Business Associate does not cure the
breach or end the violation within the time specified by Covered Entity;
2) Immediately terminate this Agreement and services provided by Business Associate,
to the extent permissible by law; or
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Contract HIPAA (06/04) Page 3 of 4
Contract #68-2006
Triangle Home Health Care, inc.
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f. Unless otherwise defined in this Agreement, terms used herein shall have the same
meaning as those terms have in the Privacy Rule.
3. OBLIGATIONS OF BUSINESS ASSOCIATE
a. Business Associate agrees to not use or disclose Protected Health Information other than
as permitted or required by this Agreement or as Required By Law.
b. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of
the Protected Health Information other than as provided for by this Agreement.
c. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is
known to Business Associate of a use or disclosure of Protected Health Information by
Business Associate in violation of the requirements of this Agreement.
d. Business Associate agrees to report to Covered Entity any use or disclosure of the
Protected Health Information not provided for by this Agreement of which it becomes
aware.
e. Business Associate agrees to ensure that any agent, including a subcontractor, to whom it
provides Protected Health Information received from, or created or received by Business
Associate on behalf of Covered Entity agrees to the same restrictions and conditions that
apply through this Agreement to Business Associate with respect to such information.
f. Business Associate agrees to provide access, at the request of Covered Entity, to
Protected Health Infonmation in a Designated Record Set to Covered Entity or, as
directed by Covered Entity, to an Individual in order to meet the requirements under 45
CFR 164.524.
g. Business Associate agrees, at the request of the Covered Entity, to make any
amendment(s) to Protected Health Information in a Designated Record Set that the
Covered Entity directs or agrees to pursuant to 45 CFR 164.526.
h. Unless otherwise prohibited by law, Business Associate agrees to make internal practices,
books, and records, including policies and procedures and Protected Health Information,
relating to the use and disclosure of Protected Health Information received from, or
created or received by Business Associate on behalf of Covered Entity, available to the
Covered Entity, for purposes of determining Covered Entity's compliance with the
Privacy Rule.
i. Business Associate agrees to document such disclosures of Protected Health Information
and information related to such disclosures as would be required for Covered Entity to
respond to a request by an Individual for an accounting of disclosures of Protected Health
Information in accordance with 4S CFR 164.528, and to provide this information to
Covered Entity or an Individual to permit such a response.
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Contract-HIPAA (06/04) Page 2 of 4
' Contract #68-2006
Triangle Home Health Care, Inc.
• ATTACffiVIENT N
OUTCOMES AND REPORTING
Orange County Department of Social Services and Orange County Department on Aging
By signing and submitting this document, the Contractor certifies that it agrees to the following:
1. The Contractor agrees to participate in program, fiscal and administrative monitoring and/or
audits, making records and staff time available to Federal, State and County staff.
2. The Contractor agrees to take necessary steps for corrective action, as negotiated within a
corrective action plan, for any items found to be out of compliance with Federal, State, and County
laws, regulations, standards and/or terms of the Contract.
3. The Contractor agrees that continuation of and/or renewal of this Contract is contingent on
meeting the following requirements. The Contractor agrees to:
A. Provide employees to perform in-home services for the County's clients, at the level,
amount and frequency specified by the social worker in the In-Home Aide Service Plan.
B. Provide verification, upon request, that the selected employee has been properly
licensed and trained and is qualified to perform assigned tasks.
C. Assign employees to clients according to the clients' needs and the employees' abilities
and experience.
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D. In a timely manner, provide the County with information on significant changes in the
clients' conditions or srtuahons.
E. Assure that the client is treated with dignity and respect, assist in protecting the client's
assets and possessions, and assure confidentiality of client's circumstances.
F. Allow aides to provide transportation, within reason, for both medical and personal
reasons.
G. Provide care at Level II as appropriate to the needs of the client.
H. Maintain all financial and program records for a period of three years from the date of
final payment under this agreement for inspection by the County, the Area Agency on
Aging and the Comptroller General of the United States, or any of their duly authorized
representatives. If any claim, litigation, negotiation, audit or other action involving the
Contractor's records has been started before the expiration of the three-year period, the
records must be retained until completion of the action and resolution of all issues that
arise from it.
I. Protective Service In-Home Aide requests are to be staffed within 24 hours and the
hours to be worked are to be strictly adhered to. Referral acceptance by the Contractor
is conditional on worker availability. The Contractor will notify the County within two
hours if the request cannot be honored
J. High Risk In-Home Aide Service requests are to be staffed within five days. All other
requests are to be filled within ten working days of the request.
K. Changes in the service hours are to be made by the County. Requests for changes may
be made by the Contractor, but are not finalized until notification is given by the
• County.
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Contract #68-2006
Triangle Home Health Care, Inc.
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L. The Contractor will immediately notify the County when Protective Services Cases are
not staffed, when In-Home Aide workers are absent, and/or when any of the following
occur:
a. The client dies.
b. The client enters a rest home, nursing home, or hospital.
c. The client moves from the original address on the request.
d. The client refuses to accept the services or to comply with care requirements.
e. There are significant factors that affect the client or significant changes in a
client's situation.
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Signature
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Title
Agency/Org tion , ~,,,t, Date
(Certification signature should be same as Contract signature.)
Outcomes (06/04)
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